Borders: The Gang That Couldn't Shoot Straight

Quick on the heals of their mediocre strategy declaration a couple of weeks ago the company announced yesterday a reasonably significant recapitalization of their current and revolving debt facility. True to form, the details were not exactly clear in the press release why this strategy made sense and why their financial advisers seemed to have a material stake in the effort. So arcane is the description of what they intend to do with the $250mm that I have yet to find a financial report deciphering it.

Borders Group has been advised that, in connection with establishing a hedge of the convertible note hedge and warrant transactions, the counter parties to those transactions or their affiliates expect to enter into various derivative transactions with respect to Borders Group's common stock concurrently with or shortly after the pricing of the notes. The counter parties or their affiliates may also enter into or unwind various derivative transactions with respect to Borders Group common stock and/or purchase or sell Borders Group common stock in secondary market transactions following the pricing of the notes (and are likely to do so during any observation period relating to the conversion of a note).

The lack of reporting could also be the result of their apparent omission of any reference to an action like this in aforesaid strategic plan. Nevertheless, it doesn't really matter since this morning they decided that they needed to reconsider and that they were cancelling the offering. They blame shareholder feedback - which must have been pretty swift - and my guess is that the existing shareholders were not at all convinced that this financial restructure wasn't going to be immediately dilutive. It is also likely the shareholders found out via the press which doesn't seem ideal....

Borders Group, Inc. (NYSE: BGP) has determined, based on shareholder feedback,
to re-evaluate its proposed offering of $250 million of Convertible Senior
Notes, announced yesterday. The offering will not proceed today as originally
planned while the company re-evaluates this and other financing alternatives.
Upon completion of this re-evaluation process, Borders Group will issue an
update at a later date.

April Forewarning

On the back of their self-regulation of the famous swimsuit issue, Sports Illustrated announced that they would no longer report on women's professional volley ball. In comments, the company stated that the decision to restrict circulation of the swimsuit issue to libraries had led to some internal 'soul searching' and, as a result, the company had decided that they would no longer picture the scantily clad and excessively athetic atheletes of the PVA in the magazine. No word yet from the library community.

In other news, the ISBN community reported that they are considering adding a suffix to the recently adopted 13 digit ISBN syntax that will enable ISBNs to include additional characters and/or numbers for parts of products. The proposal would add a decimal point followed by whatever series of numbers and symbols the publisher required. The agency commented that the additional characters would not be confusing - unless the publisher chose to use a rune - and that they would be basically ignored by electronic bar-code readers. The decimal point would be calculated as a zero.

Borders (Lack of) Strategic Plan

The WSJ took a look at Borders today but not in any great analytical sense (subscription required). There is much to think about from the perspective of shareholders but this perspective seems to be missing from the discussion thus far. Perhaps some of the analysts that follow the company are preparing their position reports. The Journal did allude to the possibility that Borders could be a PE target: I would wonder about that although they believe this seems to be buoying the stock. In my opinion given the newish management, I think any Banker would want to see some improvement before they jumped in. Over the past six months there have been precious few positive actions out of the company but only a few people seem to be concerned about the long timetable to improvement.

My post from earlier this week.

Here were some other blog posts:
The Publishing Contrarian
Booksquare

The Road - Cormac McCarthy. An Oprah Pick

Oprah announced an unusual choice for her Book Selection today. Cormac McCarthy's The Road which I read in November is a frightening book and I recommend it. Here is my take.

If you saw the movies 21 days or Omega Man or Plant of the Apes you will know that in the post apocalyptic world we will be separated into two classes. Those that remain human and those that have become something terribly mutated. So it goes with The Road by Cormac McCarthy.

The book is immediately powerful because the reader sees this post-Armageddon future as entirely likely and the ravages forced on society as absolutely plausible. There are two characters in the book - father and son - and so depraved are the antagonists that the father concentrates on retaining one remaining bullet for his gun so he can shoot his son should they be captured. He cannot let the son become victim to a certain end that is revealed episodically until a climatic moment near the middle of the book. As they stumble along the road in a daily struggle for food the possible future is horrifyingly recounted when they nearly interrupt a cannibals smorgasbord replete with cauldron in the yard.

The book depicts a greyed out world where nothing apparently grows, all structures have been stripped by some locust of human desperation and death is found everywhere even in the tarmac of the the road they are travelling. It is not entirely clear where they are travelling or what has lead them to make this journey - there are several explanations which adds to the mystery. The book is riveting and is a stylized conversation between father and son which flows fast and sure. The Road, which I read in two days will live in my mind for a long time, but as horrific as this story is, I am sure the real thing will be worse and that is saying something.

Metadata, identifiers and a challenge ahead ….

Another rehash from March 28, 2007 this time a post written by Michael Healy who at the time was the Executive Director of the Book Industry Study Group. Michael has since moved on to Copyright Clearance Center but all of these issues he spoke about in 2007 remain relevant.

I am (unsurprisingly) in complete agreement with Michael’s comment in his thought-provoking piece on metadata that publishing businesses “must continue to focus on product information”. No one would seriously argue with his assertion that the quality of metadata has risen in recent years.

Several factors have influenced the improvements we have seen. International standards, notably ONIX, have been helpful to this process and many publishers, booksellers and data aggregators have adopted it to organize and communicate information in a standardized way. Practical guidance has also been made available. The Book Industry Study Group has prepared Product Metadata Best Practices, a set of voluntary guidelines that aims to help publishers improve the quality of their product information throughout the supply chain and speed the delivery of that information to the vendors’ trading partners. Innovative services from companies like Quality Solutions and Netread have also played their part.

I think also the general level of awareness in the book industry of the role product information plays in selling books has risen substantially. This has been helped by leaders like David Young at Hachette, Joe Gonnella at Barnes & Noble, and many others evangelizing on the subject for many years.

Under normal circumstances when improvements like those we have seen are made there is a danger of complacency setting in, but I see encouraging signs that this is being avoided. In many of the larger publishing houses, where investment in quality metadata has already been significant, I find abundant evidence of a commitment to raise standards even further. Many examples of high-quality data can be found outside these large houses, but I think it remains true that many smaller companies, working with fewer resources, have a lot to do raise their game. Organizations like BISG must face the challenge of how to reach these companies with clear, straightforward advice and with tools to help them deliver good metadata. We will be announcing some initiatives in this area shortly.

More work is certainly needed in the standards area and much of this is underway. A new release of ONIX is expected later this year which, among other things, will improve its handling of digital publications. An entirely new standard now under development, the International Standard Party Identifier (ISPI), will in time establish a unique identifier for authors, composers, performers and others in the creative supply chain. We are all aware of how unreliable personal names are as a means of identifying individuals, especially when we consider how many people share the same name and how many authors use pseudonyms. The adoption of a standard ID for personal and corporate names will be a big step in eliminating ambiguity when searching and in facilitating transactions such as the remittance of royalties.

RFID also appears to offer interesting opportunities. As the price of tags continues to fall we are beginning to see some large-scale adoptions in libraries, notwithstanding well-documented concerns about privacy issues. In bookselling, at least so far, the response has been more cautious. The adoption of RFID by the leading Dutch bookshop chain, BGN, has certainly stimulated interest among American booksellers but at the moment most of them appear to be waiting for more compelling cost benefits to emerge.

As we look further ahead into a future in which more fragmented content is sold, distributed and traded digitally, whether it’s cookery recipes or individual chapters from textbooks, one key question is how the industry will cope with the metadata challenge. If publishers are finding it demanding today to provide comprehensive, accurate and timely product information to support a universe of more than 3.0 million US titles and 200,000 new books a year, what happens in a market where available product is set to grow exponentially?

Michael can be reached directly at CCC.


Links: Metadata: What does it all mean

Thomson Learning Sale Update

The Globe and Mail (Toronto) is naming the names of those who are bidding for Thomson Learning. No real surprises and it would appear that the only operator that may emerge as a potential party to an acquisition is Bertelsmann. The only reason for that would be the announcement last week of Bertelsmann's establishment of a private equity fund. Perhaps if that announcement had not been made this list would be exclusively PE. Those named in the article are Bain, Thomas Lee, Blackstone, Warburg and Apax. Pretty much the top of the pile.

According to the article the dd meetings are underway and a deal is expected in the next two months. It seems likely that the Reed/Harcourt divestiture timetable may be set back into the third quarter due to this activity. Now that the WK education deal is done activity and attention will move to Thomson so look for more articles.

Globe & Mail

Wolters Kluwer Education Sale Confirmed

WK confirmed the sale of its education unit to Private Equity fund Bridgeport Capital for $1.0billion. As mentioned last week this represents a good price and WK, Reed and Thomson Learning should all be happy with the valuation.

Reuters